Every material Form 8-K Werner Enterprises has filed with the SEC since February 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Werner Enterprises said it will participate in two investment conferences in November 2026: the Baird 2026 Global Industrial Conference on November 10 and the 2026 Stephens Annual Investment Conference on November 17. The filing contains no financial results or guidance, so it gives shareholders no new performance information.
Baird 2026 Global Industrial Conference: investor meetings on Tuesday, November 10, 2026, in Chicago
2026 Stephens Annual Investment Conference: investor meetings on Tuesday, November 17, 2026, in Nashville
Management fireside chat at the Stephens conference from 2:45 p.m. to 3:20 p.m. CT, with a live webcast on werner.com
Werner Enterprises reported third-quarter 2026 revenue of $950.5 million, up 23% from a year earlier, and net income attributable to Werner of $6.6 million, or $0.11 per diluted share, compared with a loss of $20.6 million in the prior-year quarter. The results were helped by the FirstFleet acquisition and the non-recurrence of a $21.4 million litigation charge, while fuel costs and claims weighed on margins. The company also updated its 2026 guidance, narrowing its truck count growth outlook to 16% to 17% and lowering its net capital expenditure range to $190 million to $205 million.
Total revenues were $950.5 million, up $179.0 million from $771.5 million; Truckload Transportation Services revenues rose 37% after the January 27, 2026 FirstFleet acquisition.
Operating income was $17.0 million versus an operating loss of $13.0 million a year earlier; non-GAAP adjusted operating income was $21.0 million, up 92%.
Diluted earnings per share were $0.11 versus a loss of $0.34; non-GAAP adjusted diluted EPS was $0.16 versus a loss of $0.03.
Cash flow from operations fell 51% to $21.5 million from $44.1 million, and the company did not repurchase shares in the quarter.
Werner Enterprises preliminarily estimated unaudited third-quarter 2026 revenue of about $946 million to $951 million and GAAP diluted EPS of $0.10 to $0.11, with non-GAAP adjusted EPS of $0.15 to $0.16. The company said rising fuel prices, driver recruitment and retention investments, and a late-quarter insurance reserve adjustment reduced results by about $0.18 per share compared with the second quarter. Full third-quarter results are due October 27, 2026, after market close.
Preliminary third-quarter 2026 total revenue of approximately $946 million to $951 million
GAAP diluted EPS of approximately $0.10 to $0.11; non-GAAP adjusted diluted EPS of approximately $0.15 to $0.16
About $0.18 per share of cumulative cost headwinds versus Q2 2026 from fuel prices, driver investments and an insurance reserve adjustment
Full third-quarter results to be reported Tuesday, October 27, 2026, after market close
On October 5, 2026, Werner entered into a $1.1 billion unsecured credit facility maturing October 5, 2031, and used it to pay off the $428 million outstanding under its 2022 facility, which had been due December 20, 2027. The company borrowed $465 million at a weighted average rate of 5.54%, and the filing says the new facility removed the 0.10% credit adjustment spread that applied under the old one.
New $1.1 billion facility matures October 5, 2031, replacing the $1.075 billion facility dated December 20, 2022
$465 million drawn at a weighted average rate of 5.54%, based on SOFR plus 1.50%
As of October 5, 2026, total debt was $840 million; remaining borrowing capacity was $603.1 million
Facility includes a maximum net funded debt to Covenant Defined EBITDA ratio and a minimum EBITDA to interest expense ratio
Werner Enterprises director Jack A. Holmes resigned from the board and from its Compensation and Governance Committees, effective October 5, 2026. The company said he is leaving to accept an executive role at another transportation company and that the resignation was amicable, with no disagreement over operations, policies, or practices.
Jack A. Holmes gave notice of resignation on October 5, 2026, effective the same day
He also leaves the Compensation and Governance Committees of the Board
Stated reason: an executive leadership position at another transportation company, to avoid potential operational or governance conflicts
The filing states the resignation was not the result of any disagreement with the company, board, or management
Werner Enterprises' Board appointed Paul Hoelting, a veteran transportation executive, as a director on August 7, 2026, to fill a Class I vacancy. The filing states his director pay package, but no financial results or guidance are reported, so the appointment itself does not change reported performance.
Board appointed Paul Hoelting on August 7, 2026, to fill a Class I directorship vacancy
Annual pay includes a $75,000 cash retainer and a restricted stock award valued at $100,000 vesting over three years, plus committee chair retainers
Hoelting previously served as President of TForce Freight and held executive roles at UPS Freight, including CFO
Filing reports no arrangements with other persons for his selection and no related-party transactions requiring disclosure
Werner Enterprises reported second-quarter 2026 revenue of $933.9 million, up 24% year over year, mainly from the FirstFleet acquisition. GAAP operating income fell 74% to $16.9 million and GAAP diluted EPS fell to $0.11 from $0.72, largely because of prior-year liability reversals that did not recur, while non-GAAP adjusted diluted EPS rose to $0.22 from $0.08. The company also changed its 2026 guidance, lowering its truck count growth outlook while raising its net capital expenditure and some pricing outlooks.
Q2 2026 total revenues were $933.9 million, up $180.8 million from $753.1 million a year earlier; GAAP operating income was $16.9 million, down from $66.3 million, after $53.6 million of favorable prior-year liability reversals.
GAAP diluted EPS was $0.11 versus $0.72; non-GAAP adjusted diluted EPS was $0.22 versus $0.08.
2026 guidance: TTS average truck count growth lowered to 16% to 18% from 23% to 28%; net capital expenditures raised to $215 million to $250 million from $185 million to $225 million.
No shares were repurchased in the second quarter; 5.0 million shares remained under the repurchase authorization as of June 30, 2026. Cash flow from operations was $84.7 million versus $46.0 million.
Werner Enterprises' receivables subsidiary signed Amendment No. 3 to its loan agreement on June 5, 2026, setting a maximum funding limit of $350 million, up from $325 million. The company also gave an unconditional, irrevocable guaranty to the lenders backing the subsidiary's obligations.
Funding limit set at $350 million in cash proceeds, subject to eligible receivables, with a possible increase to $400 million if accepted by TD Bank and committed lenders
Prior maximum funding limit was $325 million, which could have increased to $350 million upon request
Werner Enterprises provided a performance guaranty dated June 5, 2026, covering monetary and non-monetary obligations until paid in full
Werner Enterprises director Carmen A. Tapio retired from the Board effective May 12, 2026, and stated the decision did not involve any disagreement with the company. At the same day's annual meeting, stockholders elected four directors, approved executive compensation on an advisory basis, and ratified KPMG LLP as the auditor for 2026.
Carmen A. Tapio retired from the Board effective May 12, 2026, with no disagreement cited
Stockholders elected Diane K. Duren, Derek J. Leathers, Michelle D. Livingstone and M. Gayle Packer as directors at the May 12, 2026 annual meeting
Advisory say-on-pay proposal was approved with 54,000,280 votes for and 1,369,015 against
KPMG LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026
Werner Enterprises reported first quarter 2026 total revenues of $808.6 million, up 14% from a year earlier, and a GAAP net loss attributable to Werner of $4.3 million, down from $10.1 million. Results were helped by the FirstFleet acquisition and higher One-Way Truckload rates, and the company updated its 2026 Dedicated revenue-per-truck guidance to flat to 3%, up from negative 1% to 2%.
Total revenues were $808.6 million, up $96.5 million or 14%; operating income was $4.0 million versus a $5.8 million operating loss a year earlier.
Diluted loss per share was $0.07 versus $0.16 a year earlier; non-GAAP adjusted diluted earnings per share was $0.02 versus a $0.12 loss.
Cash flow from operations was $89.2 million, up from $29.4 million; no shares were repurchased in the quarter.
FirstFleet acquisition closed January 27, 2026 for a total purchase price of $282.8 million; 2026 Dedicated revenue-per-truck growth guidance was updated to flat to 3%.
On February 12, 2026, Werner Enterprises' Compensation Committee approved 2026 base salaries, restricted stock and performance stock awards for five named executive officers, effective February 13, 2026. The filing also sets the parameters of the 2026 annual incentive cash bonus program, tied to operating income and revenue excluding fuel surcharge, plus individual performance. Performance stock vests based on three-year diluted EPS growth for 2026 through 2028, adjusted by a relative total shareholder return modifier.
CEO Derek J. Leathers: base salary of $980,000, 66,572 restricted stock units and 74,137 performance stock units at target
Restricted stock vests in three installments of 34%, 33% and 33% over the first three anniversaries of the grant
Performance stock payout ranges from 0% to 200% of target based on average annual diluted EPS growth for January 1, 2026 through December 31, 2028, with a plus or minus 25% TSR modifier
2026 annual bonus targets range from 80% to 125% of each executive's base salary, with payouts from 0% to 200% of target
Werner Enterprises reported a fourth-quarter 2025 net loss attributable to Werner of $27.8 million, or $0.46 per diluted share, compared with net income of $11.9 million, or $0.19 per share, a year earlier, as revenue fell 2% and a $44.2 million restructuring and impairment charge hit operating results. The company also said it closed its $282.8 million acquisition of FirstFleet on January 27, 2026, and gave 2026 guidance that includes FirstFleet.
Fourth-quarter revenue was $737.6 million, down $17.0 million, or 2%, from a year earlier.
Operating loss was $35.8 million, compared with operating income of $13.4 million in fourth quarter 2024.
A restructuring and impairment charge of $44.2 million was recorded in the quarter, of which $42.7 million was non-cash.
FirstFleet acquisition closed January 27, 2026 for a total purchase price of $282.8 million; 2026 net capital expenditures are guided to $185 million to $225 million.
Werner Enterprises reported third quarter 2025 results, with total revenue rising 3% to $771.5 million but swinging to an operating loss of $13.0 million and a net loss attributable to Werner of $20.6 million. The results include an $18.0 million class action settlement and $3.4 million in related legal fees, which the company excluded from its non-GAAP figures, and its adjusted diluted loss was $0.03 per share.
Operating loss of $13.0 million, compared with $17.6 million of operating income in third quarter 2024; non-GAAP adjusted operating income was $10.9 million, down 50%
Net loss attributable to Werner of $20.6 million, or $0.34 per diluted share, versus net income of $6.6 million, or $0.11 per share, a year earlier
Truckload Transportation Services operating loss of $13.8 million versus $21.6 million of operating income; Werner Logistics operating income rose to $3.0 million from a $0.3 million loss
Company updated 2025 guidance, including net capital expenditures of $155 million to $175 million and an effective tax rate of 26.0% to 27.0% for fourth quarter 2025
Werner Enterprises reported second-quarter 2025 results, with total revenues of $753.1 million, down 1% from a year earlier. GAAP net income attributable to Werner rose 366% to $44.1 million, mainly because of a $45.7 million net liability reversal tied to a Texas Supreme Court ruling, while non-GAAP adjusted diluted EPS fell 36% to $0.11. The company also narrowed its 2025 net capital expenditure guidance to $145 million to $185 million.
Total revenues were $753.1 million, down $7.7 million or 1% year over year; Logistics revenue rose 6%, while Truckload Transportation Services revenue fell 4%.
GAAP diluted EPS was $0.72, up from $0.15; the company cited a $45.7 million net liability reversal from the Texas Supreme Court ruling as a non-GAAP adjustment.
Non-GAAP adjusted diluted EPS was $0.11, down 36% from $0.17, and adjusted operating margin was 2.2%, down 60 basis points.
2025 net capital expenditure guidance was lowered to $145 million to $185 million from $185 million to $235 million, and the TTS year-end truck count guidance was narrowed to 1% to 4% from 1% to 5%.
Werner Enterprises' board appointed M. Gayle Packer, president and CEO of Terracon Consultants Inc., as a director on May 13, 2025, to fill a Class III vacancy. At the same day's annual meeting, stockholders elected three Class I directors, approved the advisory executive compensation resolution, and ratified KPMG LLP as the independent auditor for 2025.
Packer joins the Audit and ESG Committees and receives the same annual pay as other independent directors: a $75,000 cash retainer and a $100,000 restricted stock award vesting over three years.
Michelle D. Greene, Jack A. Holmes and Carmen A. Tapio were elected to three-year terms expiring at the 2028 annual meeting.
Say-on-pay resolution passed with 49,281,522 votes for and 4,486,858 against.
KPMG LLP was ratified for 2025 with 58,335,231 votes for and 814,231 against.
Werner Enterprises reported first-quarter 2025 total revenues of $712.1 million, down $57.0 million or 7%, and a net loss attributable to Werner of $10.1 million, compared with net income of $6.3 million a year earlier. Management said results were below its expectations due to elevated insurance costs, extreme weather, a smaller fleet and tariff-related changes in customer activity. The 2025 guidance table in the release shows the same ranges as before, so the filing does not change the outlook.
Total revenues were $712.1 million, down $57.0 million or 7% from $769.1 million in first quarter 2024.
Operating loss was $5.8 million versus $15.6 million of operating income a year earlier; operating margin was (0.8)%.
Diluted loss per share was $0.16 compared with diluted earnings per share of $0.10; cash flow from operations was $29.4 million versus $88.6 million.
The company did not repurchase shares in first quarter 2025 and had 3.9 million shares remaining under its authorization as of March 31, 2025.
Werner Enterprises' special purpose subsidiary, Werner Receivables Company, entered a Loan and Security Agreement dated March 27, 2025, with TD Bank as administrative agent and various lenders. The facility allows borrowing of up to $300 million in cash, with a possible increase to $350 million, secured by eligible receivables, and it is scheduled to run three years.
Maximum funding available to Werner Receivables Company is $300 million in cash proceeds, which may increase to $350 million with lender approval
Interest is based on a commercial paper rate or term SOFR, plus an adder
Lender obligations are scheduled to terminate in three years from March 27, 2025, unless extended
Werner Enterprises acts as initial servicer and collects receivables on behalf of the subsidiary
On February 13, 2025, Werner's compensation committee approved 2025 base salaries, restricted stock, and performance stock awards for five named executive officers, led by Chairman and CEO Derek J. Leathers at a $980,000 base salary. The awards tie part of executive pay to three-year diluted EPS growth and relative total shareholder return, which links executive compensation to per-share results for shareholders.
CEO Derek J. Leathers: $980,000 base salary, 62,966 restricted shares and 63,956 performance shares at target
CFO Christopher D. Wikoff: $520,000 base salary, 7,496 restricted shares and 7,614 performance shares at target
Performance stock vests between 0% and 200% of target based on average annual diluted EPS growth for January 1, 2025 through December 31, 2027, with a TSR modifier of up to 25%
Base salaries are effective February 13, 2025; 2025 annual bonus targets range from 65% to 125% of base salary
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